Information Services Group Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 1, 2025, Information Services Group, Inc. (the “Company”) and Michael P. Connors, Chairman and Chief Executive Officer of the Company, entered into Amendment No. 4 (the “Amendment”) to the Employment Agreement of Mr. Connors originally made and entered into as of December 16, 2011 (as amended prior to the entering into of the Amendment, the “Employment Agreement”). The Amendment extends the term of the Employment Agreement, which currently terminates on the close of business on December 31, 2025, for an additional four years until December 31, 2029 (the “Additional Term”). As consideration for the Additional Term, the Company (i) granted to Mr. Connors, on January 2, 2025, $350,000 face value of restricted stock units (based on the closing sales price of the Company’s common stock on January 2, 2025), which will vest if, prior to December 31, 2027, the average of the closing sales price of the Company’s common stock over any 45-day period is at least 20% higher than the closing sales price of the Company’s common stock on December 31, 2024 and (ii) will pay a cash payment to Mr. Connors of $500,000 if the Company’s reported Adjusted EBITDA (as reported in the Company’s periodic filings with the Securities and Exchange Commission) for the fiscal year ended December 31, 2025, 2026 or 2027 is at least 50% greater than the Company’s reported Adjusted EBITDA for the fiscal year ended December 31, 2024 (provided that (A) if this performance threshold is satisfied, the payment would be made on or about March 31 of the following year and (B) if this performance threshold is not satisfied by December 31, 2027, no cash payment shall be made).
The foregoing summary of the Amendment does not purport to be complete, and is qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment No. 4, dated January 1, 2025, to the Employment Agreement for Michael P. Connors. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 3, 2025 | INFORMATION SERVICES GROUP, INC. | |
| By: | /s/ Michael P. Connors | |
| Michael P. Connors | ||
| Chairman and Chief Executive Officer | ||